Welcome to Retail Opportunity Investments Second Quarter 2013 Conference Call. Participants are currently in the listen-only mode. Following the Company’s prepared comments, the call will be opened up for questions.

Please note that certain matters discussed in this call today constitute forward-looking statements within the meaning of the federal securities laws. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company can give no assurance that these expectations will be achieved.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results to differ materially from future results expressed and implied by such forward-looking statements and expectations. Information regarding such risks and factors is described in the Company’s filings with the Securities and Exchange Commission including its most recent Annual Report on Form 10-K.

Participants are encouraged to refer to the Company’s filings with the SEC regarding such risks and factors as well as more information regarding the Company’s financial and operations results. The Company’s filings can be found on its website.

Now I would like to introduce Stuart Tanz, the Company’s Chief Executive Officer.

We are pleased to report that the company had a very productive quarter in the first half of the year. In fact in terms of acquisitions, 2013 has thus far proven to be our most active and successful today.

To the first six months, we have acquired $182 million of grocery-anchored shopping centers including $142 million acquired in the second quarter. Importantly through our existing relationships, we continue to cultivate rear-off market opportunities to acquire exceptional shopping centers in the strongest sought-after markets on the West Coast.

The four shopping centers that we acquired during the second quarter are excellent examples of this. In the San Francisco Bay Area, we acquired a grocery-anchored shopping center that is well situation in a densely populated residential community with an average household income of over 114,000.

The supermarket that anchors the center has a very established customer base with the property. In fact this center is one of the grocer’s best performing highest volume stores in their portfolio. The property is currently 91% leased providing immediate upside through leasing their available space.

Additionally the existing leases are substantially below market with considerable number of them rolling within the next 12 to 24 months with no renewal options. So it’s an ideal opportunity for our Northern California leasing team to take full advantage of and enhance the underlying value going forward.

With this acquisition, we now own six shopping centers in the Bay Area totaling over 500,000 square feet. In addition to expanding our portfolio in the Bay Area, during the second quarter we acquired another grocery-anchored shopping center in San Diego. And as we discussed in our last call, we added another shopping center to our Los Angeles portfolio specifically in Diamond Bar where we now only control the two primary grocery-anchored shopping centers in that community.

With respect to the Pacific Northwest portfolio specifically in the Seattle market, during the second quarter, we acquired a recently developed grocery-anchored shopping center. As we discussed on our last call, the developer became capital constrained and as a result was not able to complete the initial lease up.

Since acquiring the property we’ve already begun to lease the available space and we are on track to have the property over 90% leased by year end.

Along with acquisitions we continue to focus on maximizing property operations. We increased our overall portfolio occupancy again during the second quarter and achieved a significant increase in same center net operating income. Additionally we are pleased to report that during the second quarter, the company was awarded investment grade ratings from both Moody’s and Standard & Poor’s.

Becoming an investment grade rated company has been one of our core objectives since we commenced operations in the shopping center REIT. While we have carefully grown our business starting from scratch in late 2009 to a portfolio that to date totals over 5 million square feet, we’ve worked hard at making it a strong, low levered unencumbered balance sheet and we are pleased that our investment, property management and financing disciplines have earned these investment grade ratings.

Looking ahead, being in a position to now access the investment grade on secured debt market, we believe it enhances our ability to continue growing our portfolio and business. In terms of equity as we discussed on our last call since the beginning of the year, a considerable number of the company’s warrants have and continued to be exercised.

Thus far in 2013, we have received over $220 million in equity proceeds from warrants that have been exercised, including $65 million of proceeds during the second quarter. As it stands today, approximately 77% of the company’s warrants have been retired.

With that, I’ll turn the call over to Mike to take you through our financial results for the second quarter and first six months as well as our outlook for the second half of the year. Mike?

Michael Haines

Thanks, Stuart. With respect to the company’s financial results, we continue to achieve record high and total revenue and net operating income, thanks for our ongoing acquisition and leasing activity.

For the second quarter, the company had total revenues of $27.1 million and net operating income of $6.6 million which is more than double the amount of total NOI reported for the second quarter of 2012.

For the six months of 2013, the company had total revenues of $50.4 million and net operating income of $12.5 million, again approximately double that reported for the first six months of 2012.

Additionally net operating income on a same-centered comparative basis continued to increase significantly as Stuart indicated. Specifically same-centered cash NOI increased by 9.5% which is the fifth consecutive quarter that we achieved same center NOI growth, an excess of 7%.

In terms of net income and funds from operations, during the second quarter, the company had net income of $2.5 million and total FFO of $12.7 million. And for the first six months of 2013, the company had net income of $4.8 million and total FFO of $24.2 million.

As Stuart touched on, during the first six months, a significant amount of the company’s warrants were exercised. Specifically 18.4 million warrants have been exercised today including 5.4 million warrants exercised in the second quarter. As a result our total weighted average shares outstanding increased substantially by approximately 40% for the second quarter and by 33% for the first six months as compared to the weighted average shares outstanding for the second quarter and first six months of 2012.

In terms of our per share results, taking into account the increase weighted average shares outstanding, net income for the second quarter of 2013 was $0.03 per diluted share and FFO of $0.18 per diluted share. For the first six months of 2013, the company had net income of $0.07 per diluted share and FFO of $0.36 per diluted share.

With respect to our balance sheet, at June 30th, the company had a total market cap of $1.4 billion with $386 million of total debt outstanding equating to a conservative debt of total market cap ratio of approximately 27%.

With respect to the $386 million debt, approximately 80% of that were $305 million is unsecured including $105 million outstanding on our unsecured line of credit.

As Stuart discussed, during the second quarter, we were awarded investment grade ratings. Our well laddered debt maturities and strong financial rations were key attributes to achieving the ratings.

We have no debt maturity in 2013 and we only have a modest amount maturing in the next two years. Specifically only $22 million matures in 2014 and only $29 million matures in 2015. Additionally for the second quarter, the company’s interest coverage is really strong, 4.5 times and consistent with our low leverage, our net debt to NOI EBITDA ratio was approximately six to one.

Another important attribute of the company is our unencumbered portfolio. On a square footage basis as of June 30th, 90% of our portfolio was unencumbered. In terms of our FFO guidance for 2013, on our last earnings call three months ago, we stated that we expected funds from operations to be in the range of $0.77 to $0.82 per diluted share for the full year of 2013.

At that time we know that while our guidance took into account the roughly $13 million warrants that have been exercised to that point, given that warrants being exercised is something that’s out of our control, we were not making assumption on our guidance regarding future warrants being exercised. And as additional warrants are exercised we would adjust guidance accordingly.

That said net will stay [ph] an additional $5.4 million of warrants being exercised during the second quarter, the company achieved FFO per share in line with our guidance. And we are today re-affirming our previous guidance of achieving $0.77 to $0.82 in FFO per diluted share for the full year of 2013.

As we stated in our last call, our guidance does not make any assumption going forward as to additional warrants being exercise. There are approximately $11.6 million warrants outstanding which expire in October of 2014.

To help out nurture an impact from warrants being exercised, we are repurchasing a portion of the warrants as opportunities arise. Today, since the beginning of 2013, we have repurchased approximately $11.5 million warrants.

Now Rich Schoebel our COO will discuss property operations. Rich?

Richard Schoebel

Thanks, Mike. At June 30th, our portfolio totaled 50 shopping centers encompassing approximately 5.4 million square feet of gross leasable area geographically diversified across the West Coast.

As Stuart indicated we increased our overall portfolio occupancy. In fact we reached a new high for the year of 93.5% as of June 30th, which is our fifth consecutive quarter of achieving higher occupancy on a year-over-year comparative basis.

Importantly demand for space continues to be strong across each of our core markets. For example in our Pacific Northwest portfolio specifically in Seattle, as Stuart highlighted, we are seeing a lot of activity and interest at our newly acquired shopping center at Canyon Crossing.

Additionally at our Crossroads property which is the largest shopping center in our portfolio, when we took over the leasing, it was 86% occupied. Today, thanks to the efforts of our leasing team, Crossroads is at an all-time high occupancy of 99%. And in Portland, at our division crossing shopping center, building on the momentum and interest that we generated in the first quarter by bringing in a very strong national retailer, the new primary anchor for the center, we now have another strong retailer lined up to take the remaining available space.

With respect to our Northern California portfolio, demand for space also remains strong particularly in the Bay Area where we just added our sixth property as Stuart discussed. And lastly, during the first six months, we have seen a significant increase in retailer demand for space in Southern California where we currently own over 2 million square feet.

To take you through our specific leasing results thus far in 2013, as we discussed on our last call, during the first quarter, we executed several key anchor leases such that we have anchor leases scheduled to expire for the remained of 2013.

So our focus during the second quarter was on leasing in-line shop space where we continue to work hard on maximizing the tenant mix. Specifically during the second quarter, we executed 48 non-anchored leases totaling approximately 83,000 square feet.

Breaking that down between new and renewed leases, during the second quarter, we executed 25 new leases totaling 46,000 square feet and we renewed 23 leases totally 37,000 square feet.

In terms of same-space comparative numbers, cash rents increased by approximately 2.5%. And thus far through the first six months of 2013, we have executed 82 leases totaling 254,000 square feet including two anchor leases executed in the first quarter totally 105,000 square feet and 89 anchor leases totaling 149,000 square feet.

Looking ahead at the second half of 2013, we currently have 71 non-anchored leases scheduled to expire between now and year end totaling 136,000 square feet which represents about 3% of our total lease GLA.

As always we are aggressively pursuing releasing this space seeking to capitalize on every opportunity to enhance the underlying value of our portfolio. Now, I’ll turn the call back over to Stuart.

Stuart Tanz

Thanks, Rich. With our strong results for the first six months of 2013, we are heading into the second half of the year with good momentum. In terms of acquisitions and in addition to the $182 million that we’ve acquired thus far, we have another $140 million currently under contract.

Assuming we close these transactions, we will surpass our stated goal of acquiring $275 million for the year. Notwithstanding this in light of the number of warrants that continue to be exercised, we are maintaining our previously stated FFO per share guidance as Mike discussed.

Importantly while the timing of the warrants being exercised is impacting our per share results this year given the extraordinary acquisition opportunities that we continue to source, having the additional equity capital from the warrants will no doubt benefit the company long term.

Furthermore, with our strong financial position that has been enhanced this year by the additional equity capital and investment grade ratings together with our solid market presence on the West Coast which now totals over 5 million square feet, our competitive position is as strong as ever today. As such we are very excited and confident about the company’s future prospects.

Now, we will open up the call for your questions.

Question-and-Answer Session

Operator

(Operator Instructions) And our first question comes from Paul Adornato from BMO, your line is open.

Stuart Tanz

Hi, Paul.

Paul Adornato – BMO Capital Markets

Hi, good afternoon, good morning. First on the capital side, congrats on the investment grade ratings. I was wondering if you could tell us what we should expect with respect to debt capacity in order to maintain these ratings work, do you think the leverage will be over the longer term?

Michael Haines

Hey, Paul, it’s Mike. We’re going to try to manager our overall leverage into the mid 30% range, just try to keep it fairly low. So we’ve been working with the rating agencies to kind of work when them on those parameters.

Paul Adornato – BMO Capital Markets

Okay. And with respect to the warrants, I guess I won’t be able to ask about the warrants for too much longer, but while I still can, the ones that you repurchased during the quarter, did you mentioned the price that which you bought them back?

Michael Haines

To date so far we’ve bought $11.5 million for a total of $22 million.

Paul Adornato – BMO Capital Markets

Okay.

Stuart Tanz

And we are looking forward, Paul, to having the warrants. We only have another year left as you know. So that will move very quickly.

Paul Adornato – BMO Capital Markets

Yes. And the ones that you bought back this quarter, did you mention the average price for this quarter? And was that negotiation or did you buy them back in the open market?

Michael Haines

Those were privately negotiated transactions. And for the quarter we acquired $3.7 million warrants for roughly $11.3 million.

Paul Adornato – BMO Capital Markets

And finally just looking at the same store results, I was wondering if you could maybe break it down a little bit for us and if you were to, let’s say, exclude the lease up that’s kind of baked [ph] in to that number and also the mark-to-market on the rents.

If you were to exclude those items, what type of same-store growth would we see in the portfolio?

Michael Haines

Well the 9.5% increase was based on the 31 properties that we’ve owned since April 1st of 2012. The primary driver was the lease up of available space in those assets. That’s essentially a cash base NOI, so we wouldn’t have any of the mark-to-market for fast [inaudible] adjustments in that number.

Paul Adornato – BMO Capital Markets

Okay, great. Thanks very much.

Michael Haines

Thank you.

Operator

Thank you. Our next question comes from R.J. Milligan from Raymond James. Your line is open.

R.J. Milligan – Raymond James & Associates, Inc.

Hey, good morning, guys.

Stuart Tanz

Good morning, R.J.

R.J. Milligan – Raymond James & Associates, Inc.

Just a follow up on Paul’s question on the same store NOI growth. If occupancy was up, I guess, 70 basis points year over year, but you’re saying the lease up drove the bulk of the same store NOI growth, I’m just wondering if you could connect those dots for me.

Michael Haines

Well the occupancy is getting on a portfolio-wide basis, correct, and the same store is just on the 31 assets themselves, so the growth is going to be largely attributable to the same store properties versus the newer assets that we have acquired.

Stuart Tanz

And in the pool of the same store properties I mean there was probably three or four assets that have come in more recently in the pool that were, if I can recall, a couple of those assets were some debt that we bought early on, value added type of transactions where occupancies were as low as 13%, 15% when we bought them.

And today those assets are now close to 100% occupied. So a lot of the same store is being driven by some of the more value add assets that we bought earlier, but also on the very high quality assets that we bought in that pool, that had high vacancy given that we bought those assets coming out of the Great Recession.

R.J. Milligan – Raymond James & Associates, Inc.

Okay. It just seems like the portfolio occupancy would have increased more if lease up was contributing to that 9.5% same store NOI growth.

Stuart Tanz

I don’t know how we would break that down unless we went property by property.

R.J. Milligan – Raymond James & Associates, Inc.

Okay. In terms of the investment grade rating, congratulations. I was just curious if you were thinking about doing a debut bond offering some time this year or what your timing and what that might look like?

Michael Haines

Well we’re very pleased that we are investment grade rated now and we look at the bond market very, very closely almost daily because of the volatility recently. We currently have just over 300 million of unsecured debt on the balance sheet. Well that debt doesn’t mature for another three years or so, so we’ve got plenty of time on our side to kind of wait and look for an opportunistic window to potentially trim it out sooner rather than later.

Stuart Tanz

Yes. I mean I look at it as we’re in a great position here because number one, potentially we’ve got a bit more cash coming in from the warrants which will continue to delever the balance sheet. And the second thing is that we swapped out some of our interest rate exposure.

So the great news is that in my view is that we can be patient and strike at the right time in terms of the marketplace.

R.J. Milligan – Raymond James & Associates, Inc.

Okay. What’s the average cap rate? I mean properties are acquired year to date? And can you give us an estimate of the cap rates that are on the properties that are under negotiation?

Stuart Tanz

With respect to the stabilize acquisitions that we’ve made in a year, the cap rate is about 6.2. Going forward we see good upside with these acquisitions and these opportunities that we identified during our underwriting. And we believe we can probably increase those yields about 100 basis points over the next 12 to 24 months.

In terms of cap rates, there’re a number of properties currently on the market. The fully leased trophy properties are currently trading in the low fives, five cap-rate range as we would say with a number of public and private buyers lining up for those deals. But chasing those deals is not our focus. I mean we focus as you probably know on off market, unique opportunities where we can acquire exceptional shopping centers at more reasonable terms and then quickly add value.

In terms of B&C Assets, those cap rates have really not trended. They haven’t gone up really that much since the volatility and the spike in the 10 year. But I do tell you that’s in the primary markets. In the tertiary markets you’re beginning to see some weakness in terms of valuations.

R.J. Milligan – Raymond James & Associates, Inc.

Okay, that’s helpful. And then Stuart I was just wondering if you can give us a bigger picture on the West Coast. Obviously we’ve been hearing from the other shopping center REITs. Fundamentals are really improving. Not a lot of new supply coming online.

I’m curious what inning you think we are in terms of the up cycle on the West Coast?

Stuart Tanz

We operate in four different markets. I would tell you that as Rich articulated, Southern California is starting to show some real strength. Seattle and Northern California are doing extremely well and Portland is also beginning to take the overflow from Seattle in terms of we’re having a strong quarter so far in Portland. That’s beginning to show a lot of strength as well.

If you ask me in terms of what inning we’re in on the West Coast, I think we’re still in the fourth inning. We’re still seeing the fundamentals get better across the entire markets, again primary markets.

R.J. Milligan – Raymond James & Associates, Inc.

And are you seeing any threats of new supply coming into those primary markets?

Stuart Tanz

No new supply whatsoever anywhere.

R.J. Milligan – Raymond James & Associates, Inc.

Great guys. Thank you.

Stuart Tanz

Thank you.

Operator

Thank you. Our next question comes from Todd Thomas from KeyBanc Capital. Your line is open.

Michael Haines

Good morning, Todd.

Todd Thomas – KeyBanc Capital Markets

Hi, good morning. George and Saler [ph] is on with me here as well. First question, just following up on the same store NOI, you maintained your range for FFO and I think same store guidance was 4% to 6% for the year. You’re in the mid 8% range here year to date. And apologies if I missed it, but did you update your forecast for the full year, same store NOI growth?

Michael Haines

No, I don’t think we did. The number of properties included in the quarterly analysis increased at each quarter. The full year 4% to 6% guidance was based on 29 properties that we’ve now owned since the beginning of 2012.

So for those 29 properties, we’ve given word then with the quarterly results, we’re expecting to see our NOI growth for those properties to be towards the higher end of the 4% to 6% range.

Todd Thomas – KeyBanc Capital Markets

Okay. And then just in terms of acquisitions, it’s a very productive first half of the year and it sounds like there’s a quite a good size pipeline here with what’s under contract or what’s under negotiation. I’m just curious how looking further out how the pipeline sort of stacks up today versus maybe last quarter and whether you think that you’re going to be able to continue shaking deals with us when you’re heading to 2014 at a similar pace?

Stuart Tanz

The pipeline of this company has never been stronger. It’s amazing to see how many off markets, direct to owner transactions have come our way. And I think some of the volatility in the market has helped us a bit because some of the owners that we know well have come back to us very recently in terms of continuing their discussions.

The second half looks great. And looking into next year at this point, I can tell you, we’ve never seen a better market for this company sitting here today in terms of the pipeline.

Todd Thomas – KeyBanc Capital Markets

Okay. And so in terms of thinking about funding investments, obviously you have some cash coming in if the warrants continue to get exercised. You have about $100 million outstanding on the line, so you still have capacity there and now you have access to the bond market.

But how should we think about funding investments going forward? Is it basically load up the line and then term that out potentially later in the year? Maybe you can just give us a little bit of sense for how the investments would work here.

Michael Haines

Yes, I think it’s going to be a combination of uses of the line and the expectations. But at some point the additional warrant proceeds are [ph] going to come which will help delever and to the extent that if it doesn’t come to fruition timely, then we have sources that we can use to tap capital whether it be the bond market or otherwise.

Stuart Tanz

Again, I’ve got to reiterate as I’ve said in my speech that although these warrants have been somewhat diluted, they have provided the equity for growth in this company and will continue to provide equity for growth for the company going forward.

So we’re very comfortable in terms of looking out over the next year in terms of equity. We don’t need equity. And our balance sheet is in great shape. And so I just think the company and its shareholders are in great shape today looking at our capital structure. It’s just a great place to be in my view even with all the volatility in the market.

Todd Thomas – KeyBanc Capital Markets

Okay. And then just a question on Granada in Northern California, can you just give us a sense for how much of the GLA is expected to roll in the next 12 and 24 months and maybe how far below market you have to make as the rents are today?

Richard Schoebel

Somewhere in the range of around 40% of that GLA, we’re roll maybe a little bit higher. And the below market, it’s probably depending on the lease. It’s anywhere from 30% upwards and 50% below market on some cases.

Stuart Tanz

And the vacancy at that center, believe it or not has already been leased even before we closed this transaction. The [inaudible] percent was done. That’s how strong of an asset Granada is.

Todd Thomas – KeyBanc Capital Markets

Okay. And then just lastly, maybe a little bit of a bigger picture question, there’s been some consolidation taking place in the supermarket industry and it appears like it’s picking up a little bit. I’d be just curious to get your thoughts on that and how you’re thinking about it with regards to your portfolio today?

Stuart Tanz

Well one of the things we concentrate on obviously is our tenant concentration, very important to us. Looking at in terms of our pipeline that concentration will get a lot better looking into the second half of the year.

So from a company perspective, the exposure to our larger tenants will get much less as we move into it given that in terms of what we have under contract right now, so that’s great.

In terms of the supermarket business, consolidation, we see consolidation out there most of that has occurred our east and not west. We’re watching a couple of supermarkets out west in terms of what might happen like Fresh & Easy and what might happen there in terms of consolidation.

But I’ve been doing this for 22 years. I’ve seen a lot of consolidation. To me, as long as you own great real estate you can have lots of consolidation and that’s what it’s all about. I don’t think it’s going to have much impact. I think if anything it’s going to strengthen the industry and provide much stronger base of tenants to work with.

The other thing to point out is the independent side of that business continues to do very well. Our independent grocers that we’ve got in our portfolio, sales continue to be extremely strong and they are doing great.

Just going back to your acquisition cap rate year to date you said 60, is that a stabilize number or is that a current yield?

Stuart Tanz

That’s a current yield going in.

Jason White – Green Street Advisors

Okay, great. I know you talked a lot about your lease rate, you have an in-place occupancy currently and maybe what it was a year ago?

Richard Schoebel

Good question because I obviously would have driven the same source sales.

Stuart Tanz

Over a year ago. Jason can we have Rich get back to you on that number? We’ve got it. We just have to go back and take a quick look.

Jason White – Green Street Advisors

Yes, no problem. I guess on the stand on occupancy, do you have a feel for what your portfolio stabilize occupancy could get to as it can get to 95%, 96%, what do you hope to get to?

Stuart Tanz

Well look, what’s driving down the portfolio were some debt deals that were about – there’s only three lack in the current portfolio, that’s in two or three are in the least upstate. And I believe we’re going to make some very strong progress.

By the way this is the first quarter that we consolidated all our real estate in terms of reporting. We no longer segregate the portfolio going forward. But the two assets or the three assets that really are being drive by lease up at this point, if you – if we can get a lot of traction there, well if you strip that out, what – Rich, what is our stabilize if we strip out the – it would be about 97%, 96% took up the repositioning?

Richard Schoebel

Yeah, it would be over 95%, 96%.

Stuart Tanz

So hopefully, Jason, we can get the entire portfolio, that type of number by year end. I think we can get to the 95% 96% level.

Jason White – Green Street Advisors

By year end?

Stuart Tanz

By year end.

Jason White – Green Street Advisors

Okay, great. And I notice that [inaudible] has a smattering of properties across your markets in Southern California and maybe a couple in Northern California. Bringing those assets that you would want to see in your portfolio or they’re just totally different type of assets that would never be assets [ph] for ROIC?

Stuart Tanz

Good assets, they are – some of them are located in more tertiary markets like the Central Valley. We’ve seen them all. So I would tell you we would want probably 50% of those assets because they’re in our backyard and that being the primary markets.

And then a spatter of them, again, are in more tertiary markets. But again it’s a very nice portfolio.

Jason White – Green Street Advisors

Okay, thanks a lot.

Stuart Tanz

Thank you.

Operator

Thank you. I show no further questions. I would like to turn the conference back to Mr. Stuart Tanz for closing remarks.

Stuart Tanz

In closing, I would like to thank all of you for joining us today. If you have any additional questions, please contact Mike, Rich or me directly. Thanks again and have a great day, everyone.

Operator

Ladies and gentlemen, thank you for your participation in today’s conference. This does conclude the program. And you may all disconnect at this time.

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